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Dragonfly Energy (Nasdaq: DFLI) details Q2 loss, Dakota Lithium deal

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Form Type
8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings reported preliminary Q2 2026 results with net sales of $13.2 million, down 19.0% year over year, and a net loss attributable to common shareholders of $(5.5) million, or $(0.43) per share. Gross margin improved to 33.0%. Adjusted EBITDA was $(1.6) million, a $3.0 million sequential and $0.6 million year‑over‑year improvement, coming in above guidance as cost reductions took hold.

Subsequent to quarter end, the company acquired the assets of the Dakota Lithium brand, aiming to broaden its battery portfolio beyond RV and trucking and expecting meaningful revenue and Adjusted EBITDA accretion from Q4 2026. Lenders amended debt arrangements, including paid‑in‑kind interest and deferred leverage and coverage covenants, changes expected to preserve about $1 million of near‑term liquidity. Management guides Q3 2026 net sales of approximately $13.5 million and Adjusted EBITDA of about $(2.4) million, reflecting temporary facility and Dakota integration costs, while heavy‑duty trucking revenue is expected to more than double sequentially. Cash and equivalents were $6,280 (U.S. dollars in thousands) at June 30, 2026 after $(10,641) of operating cash use in the first half. All figures are preliminary and subject to adjustment.

Positive

  • Adjusted EBITDA loss narrowed to $(1.6) million, a $3.0 million sequential and $0.6 million year‑over‑year improvement, reflecting the impact of cost reduction actions and improved operating leverage.
  • Acquisition of Dakota Lithium assets adds a recognized brand across marine, outdoor, powersports and other markets, with management expecting meaningful revenue contribution and accretive Adjusted EBITDA starting in Q4 2026.
  • Debt covenant amendments preserve approximately $1 million of liquidity by reducing the minimum cash covenant, converting the next two quarters of interest to paid‑in‑kind, and deferring leverage and coverage ratio tests until September 2027.

Negative

  • Net sales declined 19.0% year over year to $13.2 million, with OEM revenue down 16.1% and DTC revenue down 24.7% amid a soft RV market and weaker consumer demand.
  • Net loss attributable to common shareholders was $(5.5) million, and Stockholders’ Equity (Deficit) was $(184) (U.S. dollars in thousands) as of June 30, 2026, down from $11,530 at December 31, 2025.
  • Net cash used in operating activities was $(10,641) (U.S. dollars in thousands) for the first six months of 2026, reducing cash and cash equivalents from $18,270 to $6,280 over the period.

Filing Explained

Existing common holders face a higher reported share base, while preferred dividends reduced the portion of second-quarter loss attributed to them.

The August 6, 2026 Form 8-K furnishes preliminary second-quarter results and reports 13,353,812 common shares issued and outstanding at June 30, 2026, versus 12,078,713 at December 31, 2025.

If the higher reported count reflects additional share issuance, it increases the share base and reduces an existing common holder’s percentage ownership absent offsetting changes.

The balance sheet also reports stockholders’ equity of (184) in U.S.-dollars-in-thousands units at June 30, 2026, versus 11,530 at December 31, 2025.

The quarter’s net loss attributable to common shareholders includes a preferred-stock dividend deduction of 1,131 in U.S.-dollars-in-thousands units, and the cash-flow statement reports 829 in net ATM proceeds during the first six months.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Sales $13.2 million Preliminary net sales for the quarter ended June 30, 2026
Q2 2026 Gross Margin 33.0% Gross margin for the quarter ended June 30, 2026
Q2 2026 Net Loss Attributable to Common Shareholders $(5.5) million Net loss attributable to common shareholders in Q2 2026
Q2 2026 Adjusted EBITDA $(1.6) million Non-GAAP Adjusted EBITDA for the quarter ended June 30, 2026
Cash and Cash Equivalents 6/30/2026 $6,280 Balance sheet cash and cash equivalents (U.S. dollars in thousands) as of June 30, 2026
Net Cash Used in Operating Activities $(10,641) Net cash used in operating activities for six months ended June 30, 2026 (U.S. dollars in thousands)
OEM Net Sales YoY Change -16.1% Year-over-year change in OEM net sales for Q2 2026 versus Q2 2025
Q3 2026 Net Sales Guidance $13.5 million Guided net sales for the third quarter of 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $(1.6) million, a $0.6 million improvement"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
paid-in-kind interest financial
"converting the next two quarters of interest to paid-in-kind interest"
Paid-in-kind interest is interest on a loan or bond that is paid by issuing more debt or additional securities instead of cash, so the borrower adds the unpaid interest to the principal balance. For investors, it matters because it preserves the borrower’s cash now but increases the total debt or dilutes ownership later—like taking a ballooning credit card balance instead of paying the bill—and can raise risk of higher leverage and reduced cash returns.
Senior Leverage Ratio financial
"deferring the Senior Leverage Ratio and Fixed Charge Coverage Ratio"
Fixed Charge Coverage Ratio financial
"deferring the Senior Leverage Ratio and Fixed Charge Coverage Ratio covenant"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
at-the-market (ATM) financial
"At-the-Market (ATM) set up Expenses"
warrant liabilities financial
"change in fair market value of warrant liability"
Warrant liabilities are the financial obligations a company records when it grants warrants—special rights allowing someone to buy shares at a set price in the future. If the warrants are expected to be exercised, they are treated as a liability because the company might need to deliver shares or cash later. This matters to investors because it affects the company’s reported financial health and the potential dilution of existing shares.
Net Sales $13.2 million -19.0% year over year versus $16.2 million in Q2 2025
Adjusted EBITDA $(1.6) million improved by $0.6 million year over year and $3.0 million sequentially
Net Loss Attributable to Common Shareholders $(5.5) million better than $(7.0) million in Q2 2025
Guidance

Q3 2026 guidance calls for net sales of approximately $13.5 million and Adjusted EBITDA of approximately $(2.4) million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Dragonfly Energy (DFLI) perform in Q2 2026?

Dragonfly Energy reported preliminary Q2 2026 net sales of $13.2 million, down 19.0% year over year, with a net loss attributable to common shareholders of $(5.5) million, or $(0.43) per share, and Adjusted EBITDA of $(1.6) million.

What is the significance of the Dakota Lithium acquisition for Dragonfly Energy (DFLI)?

Dragonfly Energy acquired the Dakota Lithium brand assets, gaining exposure to marine, outdoor recreation, powersports, golf cart and specialty battery markets. Management expects Dakota to deliver meaningful revenue and be accretive to Adjusted EBITDA starting in Q4 2026.

What liquidity and debt covenant changes did Dragonfly Energy (DFLI) announce?

Existing lenders amended the company’s debt, reducing the minimum cash covenant, converting the next two quarters of interest to paid‑in‑kind, and deferring leverage and coverage covenants until September 2027, actions expected to preserve about $1 million of near‑term liquidity.

What guidance did Dragonfly Energy (DFLI) provide for Q3 2026?

For Q3 2026, Dragonfly Energy guides to net sales of approximately $13.5 million and Adjusted EBITDA of approximately $(2.4) million, reflecting temporary costs from marketing vacated facility space and restoring Dakota Lithium operations ahead of expected Q4 revenue contribution.

How is Dragonfly Energy (DFLI) performing in heavy-duty trucking?

In heavy‑duty trucking, initial commercial ramp translated into revenue as shipments under a Stevens Transport purchase order began. Management expects heavy‑duty trucking revenue to more than double sequentially in Q3 2026, with continued growth into Q4 and beyond.

What is Dragonfly Energy’s (DFLI) cash position and cash burn so far in 2026?

As of June 30, 2026, cash and cash equivalents were $6,280 (U.S. dollars in thousands). For the first six months of 2026, net cash used in operating activities was $(10,641) (U.S. dollars in thousands), alongside modest investing and financing cash flows.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 6, 2026

 

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40730   85-1873463

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

12915 Old Virginia Road

Reno, Nevada

  89521
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (775) 622-3448

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   DFLI   The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock   DFLIW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 6, 2026, Dragonfly Energy Holdings Corp. (the “Company”) issued an earnings release disclosing certain preliminary information regarding its results of operations for the second quarter ended June 30, 2026. Following the publication of the press release, the Company will host an earnings call at 4:30 p.m. (Eastern Time) on August 6, 2026, via a webcast. During the webcast, the Company’s preliminary financial results for the second quarter ended June 30, 2026 will be discussed. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.

 

Item 7.01. Regulation FD Disclosure.

 

See “Item 2.02 Results of Operation and Financial Condition” above.

 

The information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release of Dragonfly Energy Holdings Corp., dated August 6, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DRAGONFLY ENERGY HOLDINGS CORP.
     
Dated: August 6, 2026 By: /s/ Denis Phares
  Name: Denis Phares
  Title: Chief Executive Officer, Interim Chief Financial Officer and President

 

 

 

Exhibit 99.1

 

 

Dragonfly Energy Reports Second Quarter 2026 Preliminary Results

 

Second Quarter Net Sales In-Line With Guidance; Adjusted EBITDA Above Guidance

Cost Reduction Actions Drive $3.0 Million Sequential Improvement in Adjusted EBITDA

 

Announced Acquisition of Dakota Lithium Assets, Broadening Product Portfolio and Expanding Revenue Opportunity Across Key End Markets

 

Provides Third Quarter 2026 Guidance and Reaffirms Target of Positive Adjusted EBITDA at $70M Annual Net Sales Run Rate

 

Heavy-Duty Trucking Revenue Expected to More Than Double Sequentially in Q3 as Fleet Programs Expand

 

Second Quarter 2026 Preliminary Financial Highlights

 

Net sales were $13.2 million.
OEM net sales were $8.4 million.
Gross Margin was 33.0%.
Net Loss Attributable to Common Shareholders was $(5.5) million.
Adjusted EBITDA was $(1.6) million.

 

RENO, NEVADA (August 6, 2026) — Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) (“Dragonfly Energy” or the “Company”), an industry leader in lithium battery technology, today reported its preliminary financial and operational results for the second quarter ended June 30, 2026.

 

“Second-quarter net sales were in line with our guidance, while Adjusted EBITDA exceeded our expectations as the cost actions implemented earlier this year began to take effect,” commented Dr. Denis Phares, Chief Executive Officer. “Adjusted EBITDA improved $3.0 million as compared to the first quarter of 2026 and $0.6 million year over year despite lower net sales, demonstrating the operating leverage inherent in our improved cost structure.”

 

“In the heavy-duty trucking market, the commercial ramp we have been building began to translate into meaningful revenue as deliveries under the Stevens Transport purchase order commenced during the quarter. As fleets expand deployments following initial pilot programs, we expect revenue from this market to more than double sequentially in the third quarter, with continued growth in the fourth quarter and beyond.”

 

“Subsequent to quarter-end, we acquired the assets of the Dakota Lithium brand, representing a compelling strategic and financial opportunity for Dragonfly,” continued Dr. Phares. “Dakota Lithium is a recognized brand with established customer and distributor relationships across marine, outdoor recreation, powersports, golf cart and other specialty battery markets. The acquisition broadens our overall product portfolio and further diversifies our revenue base beyond our core RV and trucking markets. We expect Dakota to begin contributing meaningful revenue and to be accretive to Adjusted EBITDA starting in the fourth quarter.”

 

 

 

 

“In connection with the transaction, existing lenders amended the Company’s debt arrangements, including reducing the minimum cash covenant, converting the next two quarters of interest to paid-in-kind interest, and deferring the Senior Leverage Ratio and Fixed Charge Coverage Ratio covenant requirements until September 2027. Collectively, these amendments are expected to preserve approximately $1 million of near-term liquidity and provide the Company with meaningful additional financial flexibility.”

 

Second Quarter 2026 Preliminary Financial and Operating Results

 

Net Sales by Customer Type

(in thousands)

 

   Fiscal Quarter Ended     
   June 30, 2026   June 30, 2025   Change (YoY) 
OEM  $8,432   $10,050    -16.1%
DTC  $4,477   $5,948    -24.7%
Licensing Fee  $250   $250    0%
Net Sales  $13,159   $16,248    -19.0%

 

Net sales were $13.2 million, including $8.4 million in OEM net sales and $4.5 million in DTC net sales. OEM net sales declined year over year against an industry backdrop in which RV shipments were down 14.2% through midyear, reflecting continued macroeconomic pressure on industry production volumes. Despite that environment, the Company continued to expand model placements and power system content across its existing OEM partnerships. DTC sales declined due to macroeconomic pressures on consumer demand, as well as negative third-party online commentary regarding certain of our products, which we believe has adversely affected customer sentiment. We have initiated legal proceedings to address this commentary.

 

Gross profit was $4.3 million, with a gross margin of 33.0%, compared to gross profit of $4.6 million and gross margin of 28.3%. The decrease in gross profit was primarily due to lower unit volume of battery and accessory sales, with an offset from a $1.1 million benefit related to tariff refund recognized in cost of sales. Operating Expenses totaled $7.2 million, down from $7.9 million, benefiting from the Company’s cost reduction actions. The Company also continued to advance its previously announced facility consolidation during the second quarter. While the process was not fully completed by quarter-end, the Company expects to complete the principal remaining actions during the third quarter.

 

The Company reported a Net Loss of $(4.4) million and a Net Loss Attributable to Common Shareholders of $(5.5) million, or $(0.43) per diluted share. This compares to a Net Loss and a Net Loss Attributable to Common Shareholders of $(7.0) million, or $(5.77) per share, respectively.

 

Adjusted EBITDA excluding stock-based compensation, changes in the fair market value of our warrants, and other one-time expenses, was $(1.6) million, a $0.6 million improvement compared to a loss of $(2.2) million in the second quarter of 2025. Sequentially, Adjusted EBITDA improved $3.0 million from the $(4.6) million reported in the first quarter of 2026, driven by our cost reduction actions.

 

 

 

 

The second quarter financial and operating results are preliminary and are subject to finalization and adjustment in connection with the review of the financial statements for the three months ended June 30, 2026 and the preparation of the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026. The preliminary financial results included in this press release have been prepared by, and are the responsibility of, the Company’s management. During the course of the preparation of the Company’s financial statements and related notes as of and for the three months ended June 30, 2026, the Company may identify items that would require it to make material adjustments to the preliminary financial results presented herein. As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information. This preliminary financial information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and reviewed by the Company’s independent registered public accounting firm.

 

Summary and Outlook

 

“Looking ahead to the third quarter, we expect continued growth in energy storage content and model integration across our OEM partnerships against a continued soft RV market, and trucking sales to ramp through the balance of the year. Our focus in the near term is on disciplined execution as we build on our expanding commercial foundation, integrate the Dakota Lithium brand, which we expect to begin contributing meaningful revenue in the fourth quarter, and drive operating leverage from our improved cost structure. We remain on track toward our target of Adjusted EBITDA profitability at an annualized net sales run rate of approximately $70 million,” concluded Dr. Phares.

 

Q3 2026 Guidance

 

Net Sales of approximately $13.5 million.
Adjusted EBITDA of approximately $(2.4) million*

 

* The Company cannot reconcile its expected adjusted operating EBITDA under “Q3 2026 Guidance” without unreasonable effort because certain items that impact net (loss) income and other reconciling metrics are out of the Company’s control and/or cannot be reasonably predicted at this time. Actual results may vary from the guidance and the variations may be material.

 

The third-quarter Adjusted EBITDA outlook reflects two temporary timing factors: continued expense associated with vacated facility space that is actively being marketed for sublease, and incremental operating costs to restore Dakota Lithium’s commercial operations ahead of its expected meaningful revenue contribution beginning in the fourth quarter.

 

Use of Non-GAAP Financial Measures

 

Adjusted EBITDA is a non-GAAP measure and should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with United States generally accepted accounting principles (“GAAP”). Please refer to the reconciliation of Adjusted EBITDA to its nearest GAAP measure in this release.

 

The Company provides non-GAAP financial measures including EBITDA and Adjusted EBITDA as a supplement to GAAP financial information to enhance the overall understanding of the Company’s financial performance and to assist investors in evaluating the Company’s results of operations, period over period. Adjusted non-GAAP measures exclude significant unusual items. Investors should consider these non-GAAP measures as a supplement to, and not a substitute for financial information prepared on a GAAP basis.

 

EBITDA is defined as earnings before interest and other income (expenses), income taxes, and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for stock-based compensation, change in fair market value of warrant liabilities, non-recurring costs associated with strategic financing, reverse stock split, litigation and loss on settlement. Adjusted EBITDA is a performance measure that the Company believes is useful to investors and analysts because it illustrates the underlying financial and business trends relating to the Company’s core, recurring results of operations and enhances comparability between periods.

 

 

 

 

Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of net loss or other results as reported under GAAP. Some of these limitations are:

 

Adjusted EBITDA does not reflect the Company’s cash expenditures, future requirements for capital expenditures, or contractual commitments;
   
Adjusted EBITDA does not reflect changes in, or cash requirements for, the Company’s working capital needs;
   
Adjusted EBITDA does not reflect the Company’s tax expense or the cash requirements to pay taxes;
   
Although amortization and depreciation are non-cash charges, the assets being amortized and depreciated will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements;
   
Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items for which the Company may adjust in historical periods; and
   
Other companies in the industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.

 

Webcast Information

 

The Dragonfly Energy management team will host a conference call to discuss its second quarter 2026 financial and operational results this afternoon, August 6, 2026 at 4:30 PM Eastern Time. The call can be accessed live via webcast by clicking here, or through the Events and Presentations page within the Investor Relations section of Dragonfly Energy’s website at https://investors.dragonflyenergy.com/events-and-presentations/default.aspx. To join by phone and participate in the Q&A, please register in advance here; dial-in details and a unique PIN will be provided upon registration. Please log in to the webcast or dial in to the call at least 10 minutes prior to the start of the event.

 

An archive of the webcast will be available for a period of time shortly after the call on the Events and Presentations page on the Investor Relations section of Dragonfly Energy’s website, along with the earnings press release.

 

About Dragonfly Energy

 

Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) is a lithium battery technology company spanning battery cell manufacturing, pack assembly and full-system integration. The Company develops and delivers energy storage solutions for mobile, off-grid, industrial and specialty applications.

 

Dragonfly Energy is advancing domestic battery cell manufacturing through its patented dry electrode process and the development of next-generation battery technologies, including all-solid-state battery cells. Its work combines advanced research and development with software-enabled intelligence to improve the performance and capabilities of energy storage systems.

 

 

 

 

To learn more about Dragonfly Energy and its commitment to clean energy advancements, visit https://investors.dragonflyenergy.com/.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, preliminary results of operations and financial position for second quarter 2026, statements regarding the Company’s guidance for the third quarter of 2026, the expected benefits of the Dakota Lithium acquisition, the expected contribution of the Dakota Lithium acquisition to revenue and Adjusted EBITDA, the expectations regarding heavy-duty trucking revenue growth, the Company’s Adjusted EBITDA profitability targets, results of operations and financial position, planned products and services, business strategy and plans, market size and growth opportunities, competitive position and technological and market trends. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions.

 

These forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the Company’s control) which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to: improved recovery in the Company’s core markets, including the RV market; the Company’s ability to successfully increase market penetration into target markets; the Company’s ability to penetrate the heavy-duty trucking and other new markets; the growth of the addressable markets that the Company intends to target; the Company’s ability to retain members of its senior management team and other key personnel; the Company’s ability to maintain relationships with key suppliers including suppliers in China; the Company’s ability to maintain relationships with key customers; the Company’s ability to protect its patents and other intellectual property; the Company’s ability to successfully utilize its patented dry electrode battery manufacturing process and optimize solid state cells as well as to produce commercially viable solid state cells in a timely manner or at all, and to scale to mass production; the Company’s ability to timely achieve the anticipated benefits of its licensing arrangement with Stryten Energy LLC; the Company’s ability to achieve the anticipated benefits of its customer arrangements with Stevens Transport; the Company’s ability to maintain the listing of its common stock and public warrants on the Nasdaq Capital Market; the impact of geopolitical conflicts; the Company’s ability to generate revenue from future product sales and its ability to achieve and maintain profitability; and the Company’s ability to compete with other manufacturers in the industry and its ability to engage target customers and successfully convert these customers into meaningful orders in the future. These and other risks and uncertainties are described more fully in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and in the Company’s subsequent filings with the SEC available at www.sec.gov.

 

If any of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that it currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Preliminary Results

 

Second quarter 2026 financial and operating results are preliminary, as they are subject to finalization and adjustment in connection with the preparation of the Quarterly Report on Form 10-Q for the three months ended June 30, 2026 to be filed later this month. During the course of the preparation of these financial statements, Dragonfly may identify items that would require the Company to make material adjustments to the preliminary financial results. As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information. The preliminary financial information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and reviewed by the Company’s independent registered public accounting firm.

 

 

 

 

Financial Tables

 

Dragonfly Energy Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(U.S. Dollars in Thousands, except share and per share data)

 

   As of 
   June 30, 2026   December 31, 2025 
Current Assets          
Cash and cash equivalents  $6,280   $18,270 
Accounts receivable, net of allowance for credit losses   3,480    4,215 
Inventory   20,341    24,234 
Prepaid expenses   704    1,088 
Prepaid inventory   1,216    937 
Prepaid income tax   359    353 
Other current assets   2,373    1,083 
Total Current Assets   34,753    50,180 
Property and Equipment   20,309    20,741 
Intangible Assets, Net   194    - 
Operating lease right of use asset, net   14,654    15,240 
Other assets   379    388 
Total Assets  $70,289   $86,549 
           
Current Liabilities          
Accounts payable  $7,880   $10,322 
Accrued payroll and other liabilities   2,118    4,053 
Accrued tariffs   341    943 
Customer deposits   114    121 
Deferred revenue, current portion   1,000    1,000 
Dividends Payable   510    317 
Notes payable, current portion, net of debt issuance costs   506    433 
Operating lease liability, current portion   2,360    2,533 
Financing lease liability, current portion   21    35 
Total Current Liabilities   14,850    19,757 
Long-Term Liabilities          
Deferred revenue, net of current portion   2,083    2,583 
Warrant liabilities   27    713 
Notes payable, non current portion, net of debt issuance costs   10,614    9,212 
Operating lease liability, net of current portion   19,411    20,470 
Financing lease liability, net of current portion   18    28 
Total Long-Term Liabilities   32,153    33,006 
Total Liabilities   47,003    52,763 
Commitments and Contingencies          
Redeemable Preferred Stock          
Preferred stock - Series B, 25,000 shares at $0.0001 par value, authorized, and 25,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively   23,470    22,256 
Stockholders’ Equity          
Preferred stock, 4,995,000 shares at $0.0001 par value, authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively   -    - 
Common stock, 400,000,000 shares at $0.0001 par value, authorized, 13,353,812 and 12,078,713 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively   1    1 
Additional paid in capital   162,919    163,622 
Accumulated deficit   (163,104)   (152,093)
Stockholders’ Equity (Deficit)   (184)   11,530 
Total Liabilities and Stockholders’ Equity  $70,289   $86,549 

 

 

 

 

Dragonfly Energy Holdings Corp.

Unaudited Condensed Interim Consolidated Statement of Operations

(U.S. Dollars in Thousands, except share and per share data)

 

   Three Months Ended 
   June 30,   June 30, 
   2026   2025 
         
Net Sales  $13,159   $16,248 
           
Cost of Goods Sold   8,816    11,643 
           
Gross Profit   4,343    4,605 
           
Operating Expenses          
Research and development   648    692 
General and administrative   4,617    4,619 
Selling and marketing   1,977    2,575 
           
Total Operating Expenses   7,242    7,886 
           
Loss From Operations   (2,899)   (3,281)
           
Other Income (Expense)          
Interest expense, net   (1,536)   (5,442)
Other Income   62    - 
Change in fair market value of warrant liability   (13)   1,689 
Total Other Expense   (1,487)   (3,753)
           
Net Loss Before Taxes   (4,386)   (7,034)
           
Income Tax (Benefit) Expense   -    - 
           
Net Loss  $(4,386)  $(7,034)
           
Less: Preferred Stock Dividends   (1,131)   - 
           
Net Loss Attributable to Common Shareholders  $(5,517)  $(7,034)
           
Net Loss Per Share- Basic & Diluted  $(0.43)  $(5.77)
Weighted Average Number of Shares- Basic & Diluted   12,688,511    1,218,808 

 

 

 

 

Dragonfly Energy Holdings Corp.

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

(U.S. Dollars in Thousands)

 

   Three Months Ended 
   June 30,   June 30, 
   2026   2025 
EBITDA Calculation          
Net Loss Before Taxes  $(5,517)  $(7,034)
Interest Expense   1,536    5,442 
Depreciation and Amortization   453    491 
EBITDA  $(3,528)  $(1,101)
           
Adjustments to EBITDA          
Stock - Based Compensation   461    190 
Series B Preferred Stock Dividend   1,131    - 
Preferred Stock Financing expenses   -    42 
Prior year tariff estimate adjustment   -    287 
Litigation Fees and loss on Settlement   132    30 
Expenses related to Debt Restructure   34    - 
At-the-Market (ATM) set up Expenses   131    - 
Joint Venture Exploration   45    - 
Change in fair market value of warrant liability   13    (1,689)
Adjusted EBITDA  $(1,581)  $(2,241)

 

 

 

 

Dragonfly Energy Holdings Corp.

Unaudited Condensed Consolidated Statement of Cash Flows

Six Months Ended June 30,

(U.S. Dollars in Thousands)

 

   2026   2025 
Cash flows from Operating Activities          
Net Loss  $(11,011)  $(13,831)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities          
Stock based compensation   561    410 
Amortization of debt discount   1,953    2,784 
Change in fair market value of warrant liability   (493)   (5,507)
Non-cash interest expense (paid-in-kind)   -    7,306 
Provision for credit losses   43    70 
Depreciation and amortization   1,247    1,350 
Amortization of right of use assets   586    1,324 
Changes in Assets and Liabilities          
Accounts receivable   692    (1,223)
Inventories   3,893    663 
Prepaid expenses   384    (40)
Prepaid inventory   (279)   (152)
Prepaid income tax   (6)   - 
Other current assets   (1,290)   64 
Other assets   9    (6)
Income taxes payable   -    (4)
Accounts payable and accrued expenses   (4,589)   905 
Operating lease liabilities   (1,232)   (1,436)
Accrued tariffs   (602)   296 
Accrued settlement   -    (187)
Deferred revenue   (500)   (500)
Customer deposits   (7)   (151)
Total Adjustments   370    5,966 
Net Cash Used in Operating Activities   (10,641)   (7,865)
           
Cash Flows From Investing Activities          
Purchase of intangibles   (131)   - 
Purchase of property and equipment   (640)   (1,621)
Net Cash Used in Investing Activities   (771)   (1,621)
           
(Continued)          
Cash Flows From Financing Activities          
Proceeds from public offering (ATM), net   829    63 
Proceeds from preferred stock offering, net of fees   -    7,330 
Payment of dividends   (818)   - 
Repayment of note payable   (478)   - 
Taxes paid related to net settlement of RSUs   (87)   - 
Financing lease liabilities   (24)   (23)
Net Cash (Used in) Provided by Financing Activities   (578)   7,370 
           
Net Decrease in Cash and cash equivalents   (11,990)   (2,116)
Cash and cash equivalents - beginning of period   18,270    4,849 
Cash and cash equivalents - end of period  $6,280   $2,733 
           
Supplemental Disclosures of Cash Flow Information:          
Cash paid for income taxes   6    4 
Cash paid for interest  $1,555   $3 
Supplemental Non-Cash Items          
Purchases of property, equipment and intangibles, not yet paid  $417   $162 
Recognition of right of use asset obtained in exchange for operating lease liability  $-   $642 
Conversion of preferred stock to common stock  $-   $6,085 
Recognition of warrant liability - Investor Warrants  $-   $696 
Declaration of Dividends  $1,011   $- 
Dividends paid in kind  $252   $- 
Accretion of preferred stock discount  $962   $- 
Settlement of accrued liability for employee stock purchase plan  $26   $73 
Reclassification of assets held for sale to machinery and equipment  $-   $644 
Cashless exercise of penny warrants  $193   $- 
Exercise of pre-funded warrants  $1   $- 

 

Investor Relations:

 

Eric Prouty

Szymon Serowiecki

AdvisIRy Partners

DragonflyIR@advisiry.com

 

 

 

Filing Exhibits & Attachments

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